









































Atla Bylaws  73

AMENDED AND  
RESTATED BYLAWS OF 
AMERICAN THEOLOGICAL 
LIBRARY ASSOCIATION
(An Illinois Not-For-Profit Corporation) 

AS ADOPTED JUNE 15, 2018 
ARTICLE I 
OFFICES 
SECTION 1.01 Principal and Other Offices. The principal office of the Corpora-
tion shall be located in the State of Illinois. The Corporation may have such other 
offices, either within or without the State of Illinois, as the Board of Directors may 
determine or as the affairs of the Corporation may require from time to time. 

SECTION 1.02 Registered Agent and Office. The Corporation shall have and  
continuously maintain in the State of Illinois a registered office and a registered 
agent whose office is identical with such registered office, as required by the  
Not for Profit Corporation Act. The registered office may be, but need not be,  
identical with the principal office in the State of Illinois. The registered agent of 
the Corporation may be changed from time to time by the Board of Directors. 

ARTICLE II 
MEMBERS 
SECTION 2.01 Classes of Membership. The Corporation shall have six (6) classes 
of membership: Institutional, Individual, Affiliate, Student, Retired, and Emeri-
tus. Institutional Members, Individual Members, and Retired Members are 
voting members (collectively, the “Voting Members”). Affiliate Members, Student 
Members, and Emeritus Members are non-voting members (collectively, the 
“Non- Voting Members”). 

SECTION 2.02 Rights of Membership. 
(a)  Voting Members. Voting Members shall have only the following rights: (1)  

attend meetings of the members and vote; (2) elect Directors to serve on the 
Board of Directors; (3) approve any alteration of, amendment to, or repeal  
of the Bylaws; (4) participate in such Corporation programs as the Board of 



74  ANNUAL YEARBOOK74  ANNUAL YEARBOOK

Directors may determine from time to time; and (5) receive those publications 
of the Corporation that are distributed to the membership. Voting Members 
shall not have any rights other than those stated in this Section 2.02(a). 

(a)  Non-Voting Members. Non-Voting Members shall not have the right to vote 
on any matters. Non-Voting Members shall have the right to (1) attend meet-
ings of the members; (2) receive those publications of the Corporation that 
are distributed to the membership; and (3) participate in such other Corpo-
ration programs as the Board of Directors may determine from time to time. 

(b)  Corporation Programs. With respect to Corporation programs, the Board of 
Directors may establish different programs for each membership class and 
may limit participation in any such program to members of the pertinent 
membership class. 

SECTION 2.03 Qualifications for Membership. The Board of Directors may estab-
lish qualifications for membership from time to time. As of the date of these 
Bylaws, the qualifications for membership are as follows: 
(a)  Institutional Members. A library of an institution qualifies for Institutional 

Membership if the institution is (1) an institution of higher education support-
ing programs in theology or religious studies that is accredited by an authority 
recognized by the U.S. Department of Education, Council of Higher Education 
Accreditation, or the equivalent thereof in other jurisdictions, or (2) a non-
degree granting organization maintaining one or more significant collections 
primarily of theological, religious, or ecclesiastical research material. If the 
applicant library serves more than one institution, at least one of the insti-
tutions shall meet one of the qualifications set forth in this Section 2.03(a). 

(b)  Individual Members. Any person who is engaged in professional library or 
scholarly communications work in theological or religious fields or who has 
a demonstrated, bona fide interest in the literature of religion, theological 
librarianship, or the purposes and work of the Corporation, shall qualify for 
Individual Membership in the Corporation. 

(c)  Affiliate Members. An organization that does not qualify for Institutional 
Membership, but that has a demonstrated record of support for theological 
librarianship and the purposes and work of the Corporation, shall qualify for 
Affiliate Membership. 

(d)  Student Members. Any student enrolled in a degree program who is carry-
ing a half-time course load or greater shall qualify for Student Membership. 

(e)  Retired Members. To qualify for Retired Membership in the Corporation, a 
person must (1) have fully retired from gainful employment; and (2) have 
been an Individual Member continuously for the immediately preceding 
ten-year period. 

(f )  Emeritus Members. To qualify for Emeritus Membership, a person must have 
been an Individual Member or Retired Member continuously for the immedi-
ately preceding ten-year period. Notwithstanding any of the foregoing, each 
member must be in good standing with respect to any dues owed to the Corpo-
ration and must be supportive of the purposes and work of the Corporation. 

(g) Upon receipt of an application for membership, person(s) authorized by the 
Board of Directors shall review the application and the applicant’s credentials 
to determine if the applicant does in fact meet the requirements for member-



Atla Bylaws  75

ship. This determination must be made in good faith and, once so made, is final 
and not appealable. 

SECTION 2.04 Dues of Members. The Board of Directors shall determine from 
time to time the amount, if any, of membership dues associated with each class 
of membership. Membership dues, if any, shall be payable in advance for the 
following full year. Memberships will automatically be renewed upon payment 
of the annual membership dues, if any, for the next succeeding year. 

SECTION 2.05 Transfer of Membership. Membership in the Corporation is not 
transferable or assignable by any member. 

SECTION 2.06 Suspension. Members failing to pay their annual membership 
dues within sixty (60) calendar days of their due date shall automatically be 
suspended and shall lose all rights, including, but not limited to, any voting 
rights. A member thus suspended may be reinstated by payment of such 
member’s unpaid dues. Members also may be suspended or reinstated by an 
affirmative vote of two-thirds (2/3) of the Directors then in office. 

SECTION 2.07 Resignation. Any Member may resign at any time by giving 
written notice to the Board of Directors, the President, or the Secretary. Such 
resignation shall take effect when the notice is delivered, unless the notice 
specifies a future date. Unless otherwise specified therein, the acceptance of 
such resignation shall not be necessary to make it effective. 

SECTION 2.08 Termination of Membership. The Board of Directors may termi-
nate a membership by an affirmative vote of two-thirds (2/3) of the Directors 
then in office. 

ARTICLE III 
MEETING OF MEMBERS 
SECTION 3.01 Annual Member Meetings. Regular annual meetings of the 
members (each, an “Annual Member Meeting”) shall be held at such time and 
place as shall be fixed by the Board of Directors, for the purpose of electing 
Directors and for the transaction of such other business as may come before  
the meeting. The Board of Directors may provide by resolution the time and 
place for the holding of additional regular meetings of the members (each, a 
“Regular Member Meeting”). If the election of Directors shall not be held at 
the Annual Member Meeting, the Voting Members shall cause the election to 
be held at a Regular Member Meeting or at a special meeting of the members 
(each, a “Special Member Meeting”) as soon thereafter as may be convenient. 

SECTION 3.02 Special Member Meetings. Special Member Meetings may be  
called at any time by the Board of Directors, the President, or the Secretary, 
and shall be called by the Secretary upon written request (stating the purpose 
of the proposed meeting) signed by at least fifteen percent (15%) of the Voting 
Members or by one-third (1/3) of the Directors then in office. Special Member 
Meetings shall be held at such place as may be designated in the notice or waiver 
of notice of such meeting. 



76  ANNUAL YEARBOOK

SECTION 3.03 Notice and Waiver of Notice. 
(a)  Unless otherwise provided by Not for Profit Corporation Act, the Articles 

of Incorporation, or these Bylaws, notice of Annual, Regular, and Special 
Member Meetings shall be delivered to each Voting Member not less than 
five (5) days nor more than sixty (60) days before the date of such meeting at 
such Voting Member’s address as it appears on the records of the Corpora-
tion. Such notice shall state the place, date, hour, and, in the case of a Special 
Member Meeting, the purpose(s) of the meeting. If mailed, such notice shall 
be deemed to be delivered when deposited in the U.S. mail in a sealed enve-
lope so addressed, with postage thereon prepaid. If notice is sent by facsimile 
transmission, such notice shall be deemed to be delivered upon direction to 
the facsimile number of record of the Voting Member. If notice is given by 
electronic mail or other means of electronic transmission, such notice shall 
be deemed to be delivered upon direction to the electronic mail address or 
other electronic address of record of the Voting Member. If sent by any other 
means (including telegram, cablegram, courier, or express mail), such notice 
shall be deemed to be delivered when actually delivered to the home or busi-
ness address of the Voting Member. The Corporation may, but is not required 
to, provide notice of any meetings to the Non-Voting Members. 

(b)  When any notice whatever is required to be given under the provisions of 
the Not for Profit Corporation Act, the Articles of Incorporation, or these 
Bylaws, a waiver thereof in writing, signed by the person or persons entitled 
to such notice, shall be deemed equivalent to the giving of such notice. The 
attendance of a Voting Member at a meeting of the members shall consti-
tute a waiver of notice of such meeting, except where the Voting Member 
objects to the holding of the meeting because proper notice was not given. 

SECTION 3.04 Proxies. Voting by proxy shall not be permitted. 

SECTION 3.05 Designated Representative. Each Institutional Member and Affili-
ate Member shall designate in writing an individual who has the right to act  
on its behalf (each, a “Designated Representative”), and the Corporation shall 
have the right to rely on this designation and any acts, omissions, or represen-
tations of the Designated Representative unless and until the member desig-
nates someone else to serve as the Designated Representative. The Designated 
Representative must be an employee or officer of the respective Institutional 
Member or Affiliate Member. 

SECTION 3.06 Quorum. Fifteen percent (15%) of each of the classes of Voting 
Members shall be necessary to constitute a quorum for the transaction of busi-
ness at any meeting of the members. For the purposes of a quorum, the classes  
of Individual and Retired Members shall be counted as one class. 

SECTION 3.07 Voting. Each Voting Member shall be entitled to one (1) vote on 
each matter submitted to a vote at a meeting of the members. For purposes of 
clarification, an individual who is both an Individual or Retired Member and a 
Designated Representative of an Institutional Member may cast a total of two  
(2) votes on each matter submitted to a vote of the members, one (1) such vote 
in his or her capacity as an Individual or Retired Member and one (1) such vote 
in his or her capacity as a Designated Representative. 



Atla Bylaws  77

SECTION 3.08 Use of Conference Telephone or Other Interactive Technology. If the 
Board of Directors so determines, Members may participate in and, in the case 
of Voting Members, act at any meeting of the members by means of a conference 
telephone or other similar interactive technology, including, but not limited to, 
electronic transmission, Internet usage, or remote communication, so long as 
all persons participating in the meeting can communicate with each other. Such 
participation shall constitute presence in person at such meeting. 

SECTION 3.09 Informal Action by Members. 
(a)  Action by Ballot. Any action required or permitted to be taken at a meeting 

of the members may be taken without a meeting by ballot in writing by mail, 
e-mail, or other electronic means, pursuant to which the Voting Members are 
given the opportunity to vote for or against the proposed action, provided that 
the number of Voting Members casting a vote satisfies the quorum require-
ments set forth in Section 3.06 hereof and the action receives approval by  
a majority of the Voting Members casting votes or such larger number as  
may be required by the Not for Profit Corporation Act, the Articles of Incor-
poration, or these Bylaws. Voting must remain open for not less than five 
(5) days from the date the ballot is delivered; provided, however, in the case 
of a removal of one or more Directors, a merger, consolidation, dissolution, 
or a sale, lease, or exchange of assets, the voting must remain open for not 
less than twenty (20) days from the date the ballot is delivered. The action 
shall become effective only if, at least five (5) days prior to the effective date 
of such action, a notice in writing of the proposed action is delivered to all 
of the Voting Members. 

(b)  Action by Written Consent. Any action required or permitted to be taken at a 
meeting of the members may be taken without a meeting and without a vote 
if a consent in writing, setting forth the action so taken, shall be signed by  
all of the Voting Members. 

(c)  Use of Electronic Signature. A Voting Member may take action by a written 
consent using an electronic signature if the electronic transmission approv-
ing the action includes the signatory’s full name in a form intended by the 
signatory: (a) to serve as his or her signature and (b) to authenticate the 
consent. Each electronic signature should be affixed to an email message 
or other electronic communication that: (i) contains, attaches, or references 
the written consent action; (ii) includes an affirmative statement (such as 
“Yes,” “I agree,” or “I consent”); and (iii) contains a clear reference to the 
written consent action in the subject line. 

ARTICLE IV 
BOARD OF DIRECTORS 
SECTION 4.01 General Powers of Directors. The property and affairs of the Corpo-
ration shall be managed by the Board of Directors. 

SECTION 4.02 Number, Tenure, and Qualifications of Directors. 
(a)  The Board of Directors shall consist of twelve (12) Directors to be divided into 

three (3) classes—Class A, Class B, and Class C—such that there shall be four 
(4) Directors in each class. 



78  ANNUAL YEARBOOK

(b)  The Voting Members shall elect Directors to succeed those Directors whose 
terms expire, and such elections shall be for three-year terms of office, each 
to expire at the third succeeding Annual Member Meeting after the Director’s 
election. No Director shall serve more than two (2) consecutive terms, except 
that a Director appointed to fill an unexpired term of eighteen (18) months  
or less may be elected to two (2) consecutive full terms thereafter. A Director 
shall hold office until his or her successor shall have been duly elected and 
qualified or until the Director’s death, resignation, or removal. 

(c)  The Board of Directors shall establish an annual calendar, timeline, and 
procedure for the nomination of candidates for election as Directors, each 
of which shall not be inconsistent with these Bylaws. 

(d)  The Nominating Committee shall develop a slate of at least two (2) nomina-
tions for each of the four (4) directorships to be filled at each Annual Member 
Meeting and shall deliver the slate to the Board of Directors and the Secre-
tary. The Board of Directors may modify the Nominating Committee’s slate  
before delivering the initial slate to the Voting Members. 

(e)  The Voting Members may add candidate(s) to the slate by petition(s) signed by 
at least ten (10) Voting Members and filed with the Secretary. The Secretary 
shall deliver to the Voting Members (i) the final slate of candidates, includ-
ing biographical data on each candidate, and (ii) a ballot. Notwithstanding  
any of the foregoing, no candidate may be included on this final slate with-
out his or her consent. 

(f )  Each Director must be an Individual or Retired Member in good standing at 
the time of his or her nomination and election and throughout the entirety 
of his or her service on the Board of Directors. A Director shall automati-
cally cease to be a Director immediately upon ceasing to be an Individual 
or Retired Member in good standing. No employee of the Corporation may 
be a Director. 

SECTION 4.03 Annual and Regular Director Meetings. Annual meetings of the 
Board of Directors (each, an “Annual Director Meeting”) shall be held at such  
time and place as may be fixed by the Board of Directors for the purpose of 
electing Officers and for the transaction of such other business as may come 
before the meeting. The Board of Directors may provide by resolution the 
time and place for the holding of additional regular meetings of the Board of 
Directors (each, a “Regular Director Meeting”) without other notice than such 
resolution. If the election of Officers shall not be held at any Annual Director 
Meeting, the Board of Directors shall cause the election to be held at a Regu-
lar Director Meeting or at a special meeting of the Board of Directors (each, a 
“Special Director Meeting”) as soon thereafter as may be convenient. 

SECTION 4.04 Special Director Meetings. Special Director Meetings may be called 
by or at the request of the President or any three (3) Directors, and such person 
or persons may fix any place as the location of any Special Director Meeting 
so called. For purposes of clarification, no business may be transacted at any 
such meeting unless a quorum of Directors is present, as set forth in Section 
4.07 of these Bylaws. 



Atla Bylaws  79

SECTION 4.05 Member Access to Meetings. Meetings of the Board of Directors are 
open to members of the Corporation with the exception of portions thereof that 
are executive sessions as specifically designated by the Board of Directors or as 
called by any Director. Members who wish to attend a meeting of the Board of 
Directors shall inform the President at least two (2) days in advance to assure 
that adequate space is available. 

SECTION 4.06 Notice and Waiver of Notice. 
(a)  Unless otherwise required by the Not for Profit Corporation Act, the Articles 

of Incorporation, or these Bylaws, written notice of any Annual or Special 
Director Meeting shall be delivered not less than three (3) days before the 
date of such meeting to each Director at his or her address as it appears on 
the records of the Corporation, and such notice shall state the place, date, 
hour, and, in the case of a Special Director Meeting, the purpose(s) of the 
meeting. If mailed, such notice shall be deemed to be delivered when depos-
ited in the U.S. Mail in a sealed envelope so addressed, with postage thereon 
prepaid. If notice is sent by facsimile transmission, such notice shall be 
deemed to be delivered upon direction to the facsimile number of record of 
the Director. If notice is given by electronic mail or other means of electronic 
transmission, such notice shall be deemed to be given upon direction to the 
electronic mail address or other electronic address of record of the Direc-
tor. If sent by any other means (including telegram, cablegram, courier, or 
express mail), such notice shall be deemed to be delivered when actually 
delivered to the home or business address of the Director. 

(b)  When any notice whatever is required to be given under the provisions of 
the Not for Profit Corporation Act, the Articles of Incorporation, or these 
Bylaws, a waiver thereof in writing, signed by the person or persons entitled 
to such notice, shall be deemed equivalent to the giving of such notice. The 
attendance of a Director at a meeting shall constitute a waiver of notice of 
such meeting, except where a Director attends the meeting for the express 
purpose of objecting to the transaction of any business because the meet-
ing is not lawfully called or convened. 

SECTION 4.07 Quorum. A majority of the Directors then in office shall constitute 
a quorum for the transaction of business at any meeting of the Board of Directors. 

SECTION 4.08 Use of Conference Telephone or Other Interactive Technology. If 
the Board of Directors so determines, members of the Board of Directors or  
any committee may participate in and act at any meeting of the Board of Direc-
tors or committee, as the case may be, by means of a conference telephone or 
other similar interactive technology, including, but not limited to, electronic 
transmission, Internet usage, or remote communication, so long as all persons 
participating in the meeting can communicate with each other. Such participa-
tion shall constitute presence in person at such meeting. 

SECTION 4.09 Manner of Acting. The act of a majority of the Directors present at 
a meeting at which a quorum is present shall be the act of the Board of Directors, 
unless the act of a greater number is required by the Not for Profit Corporation 
Act, the Articles of Incorporation, or these Bylaws. 



80  ANNUAL YEARBOOK

SECTION 4.10 Informal Action by Directors. 
(a)  Any action required or permitted to be taken at any meeting of the Board 

of Directors or any committee thereof may be taken without a meeting if a 
consent in writing setting forth the action so taken shall be signed by all of 
the Directors or by all of the members of such committee, as the case may 
be, and the writing or writings are filed with the minutes of the proceed-
ings of the Board of Directors or committee. Any such consent signed by all 
the Directors or all committee members, as the case may be, shall have the 
same effect as a unanimous vote and may be stated as such in any docu-
ment filed with the Secretary of State of the State of Illinois under the Not 
for Profit Corporation Act. 

(b)  A Director or committee member, as the case may be, may take action by a 
written consent using an electronic signature if the electronic transmission 
approving the action includes the signatory’s full name in a form intended by 
the signatory (a) to serve as his or her signature and (b) to authenticate the 
consent. Each electronic signature should be affixed to an e-mail message 
or other electronic communication that (i) contains, attaches, or references 
the written consent action; (ii) includes an affirmative statement (such as 
“Yes,” “I agree,” or “I consent”); and (iii) contains a clear reference to the 
written consent action in the subject line. 

SECTION 4.11 Resignation. Any Director may resign at any time by giving 
written notice to the Board of Directors, the President, or the Secretary. Such 
resignation shall take effect when the notice is delivered unless the notice 
specifies a future date. Unless otherwise specified therein, the acceptance of 
such resignation shall not be necessary to make it effective. 

SECTION 4.12 Removal. 
(a)  Removal by Voting Members. Any Director may be removed, with or without 

cause, by the affirmative vote of two-thirds (2/3) of the Voting Members pres-
ent and voting at any Annual, Regular, or Special Member Meeting at which a 
quorum is present. The proposed removal shall be set forth in the notice of 
any such meeting, and the notice shall be delivered to each Voting Member at 
least twenty (20) days and not more than sixty (60) days prior to such meeting. 

(b)  Removal by the Board of Directors. Notwithstanding the foregoing, any Direc-
tor appointed by the Board of Directors pursuant to Section 4.13 hereof may 
be removed, with or without cause, by the affirmative vote of a majority of 
the Directors then in office at any meeting of the Board of Directors at which 
a quorum is present whenever, in their judgment, the best interests of the 
Corporation would be served thereby. The proposed removal shall be set  
forth in the notice of any Special Director Meeting, delivered to each Director 
at least twenty (20) days prior to such meeting. 

(c)  Automatic Removal. Notwithstanding each of Sections 4.12(a) and 4.12(b) of 
these Bylaws, any Director who fails to attend any two (2) meetings of the Board 
of Directors in any given year, without reasonable excuse therefor, as determined 
in the sole reasonable discretion of the Board of Directors, shall automatically be 
removed from the Board of Directors, such that a vote of the Voting Members or the 
Board of Directors shall not be required to effectuate such removal. For purposes 



Atla Bylaws  81

of clarification, attendance includes participation by means of conference tele-
phone or other interactive technology in accordance with Section 4.08 hereof. 

SECTION 4.13 Vacancies. Any vacancy occurring in the Board of Directors 
because of death, resignation, removal, disqualification, or otherwise may be 
filled by the Board of Directors at any meeting thereof, provided that the indi-
vidual appointed to fill the vacancy shall be an Individual or Retired Member 
in good standing. A Director elected or appointed to fill a vacancy shall serve 
for the unexpired term of his or her predecessor in office. 

SECTION 4.14 Recognition of Outstanding Contributions. The Board of Directors 
may in its discretion confer an award or other honor, exclusive of membership, 
in recognition of any person who has made an outstanding contribution to the 
advancement of the Corporation’s work, provided that such award or other honor 
and the procedures in connection therewith are consistent with Section 501(c) 
(3) of the Code and any applicable section of Chapter 42 of the Code. 

SECTION 4.15 Compensation. Directors shall not receive compensation for their 
services as Directors; provided, however, that nothing herein contained shall be 
construed to preclude any Director from serving the Corporation in any other 
capacity and receiving reasonable compensation for personal services rendered 
to the Corporation that are reasonable and necessary to carry out one or more 
of the taxexempt purposes of the Corporation, so long as the Director complies 
with the conflict of interest procedures of Article XI hereof and any other poli-
cies adopted by the Board of Directors. Directors may receive reimbursement for 
reasonable expenses incurred in connection with corporate matters, provided 
that such reimbursement is authorized by the Board of Directors. 

ARTICLE V 
OFFICERS 
SECTION 5.01 Officers. The Board of Directors shall elect a President, a Vice 
President, a Treasurer, and a Secretary of the Corporation (each, an “Officer”  
and, taken together with all other officers of the Corporation elected by the  
Board of Directors, the “Officers”). The Board of Directors also may appoint an 
Executive Director and elect one or more Assistant Secretaries and Assistant 
Treasurers and such additional Officers as the Board of Directors may deem 
necessary or appropriate from time to time. In extraordinary circumstances, 
any two (2) or more offices may be held by the same person. The Officers elected 
by the Board of Directors shall have such duties as are hereafter described  
and such additional duties as the Board of Directors may from time to time 
prescribe. Each Officer, other than the Executive Director, must be elected from 
among the Directors. An individual’s resignation or removal as a Director shall 
be deemed to also be a resignation or removal from any Officer position held  
by that individual. 

SECTION 5.02 Election and Term of Office. With the exception of the Executive 
Director, the Officers shall be elected annually by the Board of Directors at the 
Annual Director Meeting. If the election of Officers is not held at such meeting, 



82  ANNUAL YEARBOOK

such election shall be held as soon thereafter as may be convenient. New offices 
of the Corporation may be created and filled, and vacancies in offices may be 
filled, at any meeting of the Board of Directors. Each Officer shall hold office until 
the Officer’s successor has been duly elected and qualified or until the Officer’s 
death, resignation, or removal. Election or appointment of an Officer shall not  
of itself create contract rights. 

SECTION 5.03 Resignation. Any Officer may resign at any time by giving written 
notice to the Board of Directors, the President, or the Secretary. Such resigna-
tion shall take effect when the notice is delivered unless the notice specifies a 
future date. Unless otherwise specified therein, the acceptance of such resigna-
tion shall not be necessary to make it effective. 

SECTION 5.04 Removal. Any Officer elected or appointed by the Board of Direc-
tors may be removed, with or without cause, by a vote of two-thirds (2/3) of all 
Directors then in office whenever, in their judgment, the best interests of the 
Corporation would be served thereby, but such removal shall be without preju-
dice to the contract rights, if any, of the person or persons so removed. 

SECTION 5.05 Vacancies. A vacancy in any office because of death, resignation, 
removal, disqualification, or otherwise may be filled by the Board of Directors at 
any meeting thereof. An Officer elected to fill a vacancy shall be elected to serve 
until the next Annual Director Meeting. 

SECTION 5.06 President. The President shall preside at all meetings of the 
Corporation and Board of Directors and shall see that the orders and resolu-
tions of the Board of Directors are carried into effect, except in those instances 
in which that responsibility is assigned to some other person by the Board of 
Directors. The President may sign bonds, mortgages, and all other contracts 
and documents, whether or not under the seal, if any, of the Corporation, except 
in cases where the signing and execution thereof shall be expressly delegated 
by law, by the Board of Directors, or by these Bylaws to some other Officer or 
agent of the Corporation. 

SECTION 5.07 Vice President. The Vice President shall perform such duties as 
shall be assigned to the Vice President by the President or the Board of Direc-
tors. In the absence of the President or in the event of the President’s inability or 
refusal to act, the Vice President shall perform the duties of the President and, 
when so acting, shall have all the powers of and be subject to all the restrictions 
of the President. 

SECTION 5.08 Secretary. The Secretary shall perform or direct and supervise 
the performance of the following: (a) attend all meetings of the Board of Direc-
tors and record all the proceedings of the meetings and actions of the Board of 
Directors in one or more files provided for that purpose; (b) be the custodian 
of the corporate records and of the seal, if any, of the Corporation; (c) keep a 
register of the post office address and electronic mail address of each Direc-
tor, which shall be furnished to the Secretary by such Director; (d) see that all 
notices are duly given in accordance with the provisions of these Bylaws or as 



Atla Bylaws  83

required by law; and (e) in general perform all duties incident to the office of 
Secretary and such other duties as from time to time may be assigned to the 
Secretary by the Board of Directors. 

SECTION 5.09 Treasurer. The Treasurer shall be the principal financial officer 
of the Corporation. The Treasurer shall perform or direct and supervise the 
performance of the following: (a) have charge of and be responsible for over-
seeing the maintenance of adequate books of account for the Corporation; (b) 
have charge of all funds and securities of the Corporation and be responsible 
for overseeing the management, receipt, and disbursement thereof; and (c) in 
general perform all the duties incident to the office of Treasurer and such other 
duties as from time to time may be assigned to the Treasurer by the Board of 
Directors. If required by the Board of Directors, the Treasurer shall give a bond 
for the faithful discharge of the Treasurer’s duties in such sum and with such 
surety or sureties as the Board of Directors shall determine. The Treasurer 
shall serve as the Chair of the Finance Committee. 

SECTION 5.10 Executive Director. From time to time, the Corporation may appoint 
an Executive Director who shall be an employee of the Corporation and shall be 
a non-voting member of the Board of Directors. The Executive Director shall be 
the chief executive officer of the Corporation and, as such, shall meet regularly 
with the Board of Directors and in general supervise and control all the busi-
ness and affairs of the Corporation, unless otherwise provided by the Board of 
Directors. The Executive Director may discuss corporate matters with the Board 
of Directors but shall not be entitled to vote on any matter submitted to a vote of 
the Board of Directors. The Executive Director shall, ex officio, be an assistant 
secretary of the Corporation, empowered to certify to corporate actions in the 
absence of the Secretary. The Executive Director, in addition to appointing and 
overseeing staff, shall be responsible to the Board of Directors for the administra-
tion of programs, services, and other activities of the Corporation; shall see that 
all orders and resolutions of the Board of Directors are carried into effect; and 
shall appoint members of advisory committees, representatives to other organi-
zations, and other officials and agents of the Corporation, and oversee their work. 

SECTION 5.11 Assistant Treasurers and Assistant Secretaries. Any Assistant 
Treasurers and Assistant Secretaries shall perform such duties as shall be 
assigned to them by the Treasurer or the Secretary, respectively, or by the 
Board of Directors. If required by the Board of Directors, the Assistant Trea-
surers shall give bonds for the faithful discharge of their duties in such sums 
and with such sureties as the Board of Directors shall determine. 

SECTION 5.12 Other Officers and Agents. Any Officer not otherwise specified in 
these Bylaws shall have such authority and perform such duties as may from 
time to time be prescribed by resolution of the Board of Directors. 

SECTION 5.13 Absence of Officers. In the absence of any Officer, or for any other 
reason the Board of Directors may deem sufficient, the Board of Directors may 
delegate the powers or duties, or any such powers or duties, of any Officer to any 
other Officer or to any Director. 



84  ANNUAL YEARBOOK

SECTION 5.14 Compensation. Unless otherwise determined by the Board of 
Directors or otherwise provided herein, the Officers shall not receive compen-
sation for their services as Officers; provided, however, that nothing herein 
contained shall be construed to preclude any Officer from serving the Corpora-
tion in any other capacity and receiving reasonable compensation for personal 
services rendered to the Corporation that are reasonable and necessary to carry 
out one or more of the tax- exempt purposes of the Corporation, so long as the 
Officers comply with any policies adopted by the Board of Directors. Officers 
may receive reimbursement for reasonable expenses incurred in connection 
with corporate matters, provided that such reimbursement is authorized by the 
Board of Directors. Notwithstanding any of the foregoing, the individual serving 
as Executive Director may receive reasonable compensation for such service,  
as determined by the Board of Directors from time to time. 

ARTICLE VI 
COMMITTEES 
SECTION 6.01 Board Committees. The Board of Directors may, by resolution 
adopted by a majority of the Directors in office, designate one or more commit-
tees, each committee to consist of two (2) or more Directors and a majority of  
each committee’s membership to be Directors; provided, however, that commit-
tees appointed by the Board of Directors or otherwise authorized pursuant to 
these Bylaws relating to the election, nomination, qualification, or credentials 
of the Directors or other committees involved in the process of electing Direc-
tors may be composed entirely of non-Directors. Any committee, to the extent 
provided in the resolution of the Board of Directors and allowed by law, shall 
have and may exercise all the powers and authority of the Board of Directors 
in the management of the business and affairs of the Corporation; provided, 
however, that no such committee shall have the power or authority of the Board 
of Directors in reference to (a) amending or repealing these Bylaws or the Arti-
cles of Incorporation; (b) electing, appointing, or removing any Officer, Director, 
or committee member, or fixing the compensation of any committee member; 
(c) adopting a plan of merger or adopting a plan of consolidation with another 
corporation; (d) authorizing the sale, lease, exchange, or mortgage of all or 
substantially all of the property or assets of the Corporation; (e) filling vacan-
cies on the Board of Directors or any of its committees; (f) adopting a plan for 
the distribution of the assets of the Corporation or for dissolution; or (g) amend-
ing, altering, repealing, or taking any action inconsistent with any resolution 
or action of the Board of Directors which by its terms provides that it shall not 
be amended, altered, or repealed by any such committee. 

SECTION 6.02 Advisory Committees. By resolution, the Board of Directors may 
designate one or more advisory committees not having and exercising the 
authority of the Board of Directors in the management of the Corporation. 
Members of any such advisory committee may, but need not, be Directors, and 
the Board of Directors shall appoint the members thereof, except as and to the 
extent such authority shall be vested in an Officer or agent of the Corporation 
by the Board of Directors or these Bylaws. 



Atla Bylaws  85

SECTION 6.03 Nominating Committee. There shall be a committee of the Board 
of Directors, which shall identify and nominate individuals to serve on the 
Board of Directors of the Corporation (the “Nominating Committee”). The 
Nominating Committee shall present its nominations to the Board of Direc-
tors and the Secretary. The Nominating Committee shall consist of two (2) 
Individual or Retired Members and one (1) Director who is not then up for 
re-election to the Board of Directors, each of whom shall be appointed by the 
Board of Directors (collectively, the “Nominating Committee Members”). The 
Nominating Committee Members shall be divided into three classes, as nearly 
equal in number as reasonably possible, as shall be designated by resolution 
of the Board of Directors. The terms of each class of Nominating Committee 
Members shall be staggered such that only one class shall be appointed each 
year. Each Nominating Committee Member shall serve for a nonrenewable 
term of three (3) years or until his or her successor has been duly elected and 
qualified. The longest serving member of the Nominating Committee shall 
serve as the chair thereof. 

SECTION 6.04 Finance Committee. There shall be a Finance Committee, which 
shall have the responsibility of supervising the financial affairs of the Corpora-
tion and shall have and may exercise the powers and authority of the Board of 
Directors to the extent permitted by law, the Articles of Incorporation, and these 
Bylaws. The Finance Committee shall be comprised of at least two (2) Directors 
who shall be appointed by the Board of Directors, and a majority of its members 
shall be Directors. The Treasurer shall be the chair of the Finance Committee. 

SECTION 6.05 Term of Office. Each member of a committee established pursu-
ant to this Article VI, other than the Nominating Committee Members, shall 
serve as such until the next Annual Director Meeting and until such commit-
tee member’s successor is appointed, unless the committee shall be sooner 
terminated by resolution of the Board of Directors, or unless such committee 
member resigns or is removed from such committee. Any committee member 
may be removed, with or without cause, by the Board of Directors whenever 
in its judgment the best interests of the Corporation shall be served thereby. 

SECTION 6.06 Chair. Except as otherwise provided in these Bylaws, one (1) 
member of each committee shall be appointed as chair by the person or persons 
authorized to appoint committee members thereof. 

SECTION 6.07 Vacancies. Vacancies in the membership of any committee may 
be filled by appointments made in the same manner as provided for in the origi-
nal appointments. 

SECTION 6.08 Quorum. Unless otherwise provided in the resolution of the  
Board of Directors designating a committee, a majority of the committee 
members shall constitute a quorum and the act of a majority of the committee 
members present at a meeting at which a quorum is present shall be the act  
of the committee. 



86  ANNUAL YEARBOOK

SECTION 6.09 Rules. Each committee shall fix its own rules governing the 
conduct of its activities, not inconsistent with these Bylaws or the rules promul-
gated by the Board of Directors, and shall furnish to the Board of Directors such 
reports of its activities as the Board of Directors may request. 

ARTICLE VII 
CONTRACTS, CHECKS, DEPOSITS, GIFTS AND INVESTMENTS 
SECTION 7.01 Contracts. The Board of Directors may authorize any Officer 
or Officers or agent or agents of the Corporation, in addition to the Officers so 
authorized by these Bylaws, to enter into any contract or execute and deliver any 
instrument in the name of and on behalf of the Corporation, and such authority 
may be general or confined to specific instances. 

SECTION 7.02 Checks, Drafts, Etc. All checks, drafts, or other orders for the 
payment of money, notes, or other evidence of indebtedness issued in the name 
of the Corporation shall be signed by such Officer or Officers or agent or agents 
of the Corporation and in such manner as shall from time to time be determined  
by resolution of the Board of Directors. 

SECTION 7.03 Deposits. All funds of the Corporation shall be deposited from 
time to time to the credit of the Corporation in such banks, trust companies, 
or other depositories as the Board of Directors may designate by resolution. 

SECTION 7.04 Gifts. The Board of Directors may accept or reject or by resolution 
may authorize any Officer or Officers or agent or agents of the Corporation to 
accept or reject, on behalf of the Corporation, any contribution, gift, bequest, or 
devise for the general purposes or for any special purpose of the Corporation. 

SECTION 7.05 Investments. The Board of Directors shall manage, invest, oper-
ate, deal in and with, and conserve the property of the Corporation, and may  
retain any or all of the assets transferred to the Corporation by gift or bequest; 
provided, however, that the exercise of any of such powers shall not in any way 
conflict with the purposes of the Corporation as stated in its Articles of Incorpo-
ration, and such powers shall not be exercised so as to cause the Corporation to  
lose its qualification as an organization exempt from federal income taxa-
tion under Section 501(c)(3) of the Code. The Board of Directors may dele-
gate investment management duties to an officer, employee, or independent 
investment firm, provided that doing so is prudent and in the best interests of  
the Corporation. 

ARTICLE VIII 
BOOKS AND RECORDS 
The Corporation shall keep correct and complete books and records of account 
and shall also keep minutes of the proceedings of its Board of Directors and 
each committee thereof. 



Atla Bylaws  87

ARTICLE IX 
FISCAL YEAR 
The fiscal year of the Corporation shall end on August 31st of each year. 

ARTICLE X 
INDEMNIFICATION AND INSURANCE 
SECTION 10.01 Indemnification. The Corporation shall indemnify each person 
who is or was a Director or Officer, or who is serving or has served at the request 
of the Corporation as a director, trustee, or officer of another corporation, 
partnership, joint venture, trust, or other enterprise, and may indemnify any 
person who is or was an employee or agent of the Corporation and any person 
who is serving or has served at its request as an employee or agent of any other 
enterprise, to the fullest extent from time to time permitted by the laws of the 
State of Illinois and by Section 4941 or 4958 of the Code, as applicable, in the 
event any of such persons was or is a party, or is threatened to be made a party, 
to any threatened, pending, or completed action, suit, or proceeding, whether 
civil, criminal, administrative, or investigative. 

SECTION 10.02 Authorization of Indemnification. Any indemnification under 
this Article X (unless the indemnification is ordered by a court) shall be made 
by the Corporation only as authorized in the specific case, upon a determina-
tion that indemnification of the Director, Officer, employee, or agent of the 
Corporation is proper in the circumstances. In the case of indemnification that 
is mandatory under Section 10.01 hereof, the determination shall be limited 
to (a) whether the person to be indemnified has met the standards specified 
in Section 10.01 and (b) the amount of the indemnification permitted by law. 
Any determination under this Section 10.02 shall be made (a) by the Board of 
Directors by a majority vote of a quorum consisting of Directors who were not 
parties to such action, suit, or proceeding or (b) if such a quorum is not obtain-
able, or, even if obtainable, a quorum of disinterested Directors so directs, by 
independent legal counsel in a written opinion. 

SECTION 10.03 Advance Payments. Expenses incurred in defending a civil or 
criminal action, suit, or proceeding may be paid by the Corporation in advance 
of the final disposition of such action, suit, or proceeding, as authorized by the 
Board of Directors in the specific case, upon receipt of an undertaking by or on 
behalf of the Director, Officer, employee, or agent of the Corporation to repay 
such amount, unless it shall ultimately be determined that he or she is entitled 
to be indemnified by the Corporation as authorized in this Article X, unless such 
payment would constitute an act of self-dealing under Section 4941 of the Code 
if the Corporation is a private foundation or an excess benefit transaction under 
Section 4958 of the Code if the Corporation is a public charity. 

SECTION 10.04 Non-Exclusivity and Continuation. The indemnification 
provided by this Article X shall not be deemed exclusive of any other rights 
to which a person seeking indemnification may be entitled under any agree-
ment, vote of disinterested Directors, or otherwise, both as to action in the 



88  ANNUAL YEARBOOK

person’s official capacity and as to action in another capacity while holding 
such office, and shall continue as to a person who has ceased to be a Director, 
Officer, employee, or agent of the Corporation, and shall inure to the benefit 
of the heirs, executors, and administrators of such a person. 

SECTION 10.05 Insurance. The Corporation may purchase and maintain insur-
ance (a) to insure itself with respect to the indemnification payments it is  
authorized or obligated to make pursuant to this Article X and (b) on behalf of  
any person who is or was a Director, Officer, employee, or agent of the Corpo-
ration, or who is or was serving at the request of the Corporation as a direc-
tor, trustee, officer, employee, or agent of another corporation, partnership,  
joint venture, trust, or other enterprise, to insure against any liability asserted 
against such person and incurred by him or her in any such capacity, or aris-
ing out of his or her status as such, whether or not the Corporation would have 
the power to indemnify the person against such liability under the provisions 
of this Article X. 

ARTICLE XI 
CONFLICTS OF INTEREST 
SECTION 11.01 Conflict of Interest. A Director shall disclose to the Board of 
Directors any material interest which such Director directly or indirectly has 
in any person or entity which is a party to a transaction under consideration by 
the Board of Directors, or which to the Director’s knowledge might otherwise 
cause a conflict with a fiduciary duty owed by the Director to the Corporation. 
Such interested Director shall abstain from voting on such transaction or other 
action, but such interested Director’s presence may be counted in determining 
whether a quorum is present. 

SECTION 11.02 Material Interest. A Director shall be considered to have a mate-
rial interest in an entity if the Director is a director, officer, or employee of the 
entity or if the Director has a material financial interest in the entity. 

SECTION 11.03 Comprehensive Policy. The Board of Directors shall have the 
power and authority to adopt a more comprehensive policy regarding conflicts 
of interest, which may supplement this Article XI, as so directed by the Board 
of Directors. 

ARTICLE XII 
AMENDMENTS TO BYLAWS 
These Bylaws may be altered, amended, or repealed and new Bylaws adopted 
by the Voting Members. Such action may be, but shall not be required to be, 
taken at any meeting of the Voting Members, provided that no such alteration, 
amendment, repeal, or adoption shall in any way conflict with the purposes of 
the Corporation as stated in its Articles of Incorporation or otherwise cause the 
Corporation to lose its qualification as an organization exempt from federal 
income taxation under Section 501(c)(3) of the Code. Written notice of any 
proposed alteration, amendment, repeal, or adoption of the Bylaws shall be 



Atla Bylaws  89

delivered to each Voting Member not less than twenty (20) days before the date 
of the vote on such matter at such Voting Member’s address as it appears on 
the records of the Corporation. 

ARTICLE XIII 
MISCELLANEOUS 
SECTION 13.01 Definitions. In addition to the terms defined elsewhere in these 
Bylaws, the following terms shall have the following meanings when used herein: 
(a)  “Articles of Incorporation” means the Articles of Incorporation of the Corpo-

ration filed with the Secretary of State of the State of Illinois on July 31, 1992, 
and any amendments thereto. 

(b)  “Section of the Code” means a section of the Internal Revenue Code of 1986, 
as amended, and shall include corresponding provisions of future federal 
tax laws, all as from time to time in effect. 

(c)  “Director” means a voting member of the Board of Directors. 
(d)  “Not for Profit Corporation Act” means the Illinois General Not for Profit 

Corporation Act of 1986, as amended. 

SECTION 13.02 Writings. Any action required in these Bylaws to be “written,” 
to be “in writing,” to have “written consent,” to have “written approval,” and 
the like by or of Directors or committee members shall include any commu-
nication transmitted or received by facsimile, electronic mail, or other means 
of electronic transmission. 


